DATANG ENVIRONMENT INDUSTRY GROUP CO., LTD. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Datang Environment Industry Group Co., Ltd., you should at once hand this circular together with the accompanying proxy form and reply slip to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
Datang Environment Industry Group Co., Ltd.*
大 唐 環 境 產 業 集 團 股 份 有 限 公 司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1272)
- REPORT OF THE BOARD FOR 2020
- REPORT OF THE SUPERVISORY COMMITTEE FOR 2020
- FINAL FINANCIAL ACCOUNTS FOR 2020
- FINANCIAL BUDGET REPORT FOR 2021
- INDEPENDENT AUDITOR'S REPORT AND AUDITED FINANCIAL STATEMENTS FOR 2020
- PROFIT DISTRIBUTION PLAN FOR 2020 AND THE PROPOSED 2020 FINAL DIVIDEND
- REMUNERATION REPORT FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY FOR 2020
- INVESTMENT PLAN FOR 2021
- RE-APPOINTMENTOF INTERNATIONAL AND
DOMESTIC AUDITORS FOR 2021
- PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND
- NOTICE OF 2020 ANNUAL GENERAL MEETING
A letter from the Board is set out on pages 1 to 27 of this circular.
A notice convening the 2020 AGM of the Company to be held at 3:30 p.m. on Friday, 4 June 2021 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, is set out on pages 28 to 30 of this circular.
If you intend to appoint a proxy to attend the 2020 AGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to the H Share Registrar and for holders of Domestic Shares, the form of proxy should be returned to the Company's board office in the PRC in person or by post not less than 24 hours before the time fixed for holding the 2020 AGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2020 AGM or at any other adjourned meeting should you so wish.
If you intend to attend the 2020 AGM in person or by proxy, you are required to complete and return the reply slip (for holders of H Shares) to the H Share Registrar or (for holders of Domestic Shares) to the Company's board office in the PRC on or before Saturday, 15 May 2021.
19 April 2021
- For identification purpose only
CONTENTS | |
Page | |
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ii |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
NOTICE OF 2020 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 28 |
- i -
DEFINITIONS
Unless the context otherwise requires, the following expressions shall have the following meanings in this circular:
"2020 AGM" | the 2020 annual general meeting of the Company to be held at 3:30 |
p.m. on Friday, 4 June 2021 at No. 120 Zizhuyuan Road, Haidian | |
District, Beijing, the PRC | |
"Articles of Association" | the articles of association of the Company (as amended, altered or |
otherwise supplemented from time to time) | |
"Board" | the board of Directors of the Company |
"China" or "PRC" | the People's Republic of China excluding, for the purpose of this |
circular, Hong Kong, Macau Special Administrative Region and | |
Taiwan | |
"Company" | Datang Environment Industry Group Co., Ltd.* (大唐環境產業集團 |
股份有限公司), a joint stock company incorporated in the PRC with | |
limited liability, the H Shares of which are listed on the Main Board | |
of the Stock Exchange (stock code: 1272) | |
"Director(s)" | director(s) of the Company |
"Domestic Share(s)" | the ordinary shares in the share capital of the Company with a |
nominal value of RMB1.00 each, which are subscribed for and paid | |
up in RMB and have not been listed on any stock exchanges | |
"H Share(s)" | the overseas listed foreign shares of the Company with a nominal |
value of RMB1.00 each, which are listed on the Main Board of the | |
Stock Exchange | |
"H Share Registrar" | Computershare Hong Kong Investor Services Limited, the H Share |
registrar of the Company | |
"Hong Kong" or "HK" | Hong Kong Special Administrative Region of the PRC |
"IFRS(s)" | International Financial Reporting Standards |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
- ii -
DEFINITIONS | |
"PBOC" | the People's Bank of China (中國人民銀行) |
"RMB" | Renminbi, the lawful currency of the PRC |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the Laws of |
Hong Kong) (as amended or supplemented from time to time) | |
"Share(s)" | Domestic Share(s) and/or H Share(s) |
"Shareholder(s)" | shareholder(s) of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Supervisor(s)" | supervisor(s) of the Company |
"Supervisory Committee" | the supervisory committee of the Company |
"%" | per cent |
- iii -
LETTER FROM THE BOARD
Datang Environment Industry Group Co., Ltd.*
大 唐 環 境 產 業 集 團 股 份 有 限 公 司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1272) | |
Non-executive Directors: | Registered Office and Head Office in the PRC: |
Mr. Qu Bo | No. 120 Zizhuyuan Road, |
Mr. Liu Quancheng | Haidian District, |
Mr. Liu Ruixiang | Beijing, |
Mr. Li Zhenyu | the PRC |
Executive Directors: | Principal Place of Business in Hong Kong: |
Mr. Wang Yanwen | 31/F, Tower Two, Times Square, |
Mr. Tian Dan | 1 Matheson Street, Causeway Bay, |
Hong Kong | |
Independent Non-executive Directors: | |
Mr. Ye Xiang | |
Mr. Mao Zhuanjian | |
Mr. Gao Jiaxiang | |
19 April 2021 | |
To the Shareholders | |
Dear Sir or Madam, |
- REPORT OF THE BOARD FOR 2020
- REPORT OF THE SUPERVISORY COMMITTEE FOR 2020
- FINAL FINANCIAL ACCOUNTS FOR 2020
- FINANCIAL BUDGET REPORT FOR 2021
- INDEPENDENT AUDITOR'S REPORT AND AUDITED FINANCIAL STATEMENTS FOR 2020
- PROFIT DISTRIBUTION PLAN FOR 2020 AND THE PROPOSED 2020 FINAL DIVIDEND
- REMUNERATION REPORT FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY FOR 2020
- INVESTMENT PLAN FOR 2021
- RE-APPOINTMENTOF INTERNATIONAL AND
DOMESTIC AUDITORS FOR 2021
- PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND
- NOTICE OF 2020 ANNUAL GENERAL MEETING
- For identification purpose only
- 1 -
LETTER FROM THE BOARD
- INTRODUCTION
The purpose of this circular is to provide you with further information regarding the following resolutions to be proposed at the 2020 AGM to enable you to make informed decisions on whether to vote for or against or abstain from voting on such resolutions at the 2020 AGM. Such resolutions and relevant details are set out in this Letter from the Board.
- MATTERS TO BE RESOLVED AT THE 2020 AGM Ordinary Resolutions
1. Report of the Board for 2020
An ordinary resolution will be proposed at the 2020 AGM to approve the Report of the Board for 2020. The resolution was considered and approved by the Board at the twenty-second meeting of the second session of the Board. The full text of this report is included in the 2020 annual report of the Company published at the Company's website and the HKExnews website of the Stock Exchange on 19 April 2021.
2. Report of the Supervisory Committee for 2020
An ordinary resolution will be proposed at the 2020 AGM to approve the Report of the Supervisory Committee for 2020. The resolution was considered and approved by the Supervisory Committee at the seventh meeting of the second session of the Supervisory Committee. The full text of this report is included in the 2020 annual report of the Company published at the Company's website and the HKExnews website of the Stock Exchange on 19 April 2021.
3. Final Financial Accounts for 2020
An ordinary resolution will be proposed at the 2020 AGM to approve the final financial accounts for 2020 which were audited in accordance with the IFRSs.
The resolution was considered and approved by the Board at the twenty-second meeting of the second session of the Board. According to the IFRSs, the revenue for 2020 in the Company's consolidated financial statements amounted to RMB6,821.071 million; cost of sales amounted to RMB5,652.769 million; administrative expenses amounted to RMB483.796 million; financial expense amounted to RMB270.291 million; profit before tax amounted to RMB322.658 million; and total comprehensive income amounted to RMB211.320 million (comprehensive income attributable to equity owners amounted to RMB303.319 million).
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LETTER FROM THE BOARD
4. Financial Budget Report for 2021
An ordinary resolution will be proposed at the 2020 AGM to approve the financial budget report for 2021. The resolution was considered and approved by the Board at the twenty- second meeting of the second session of the Board. The financial budget report was prepared with reference to the Company's development goals for 2021 and the principle of the maximisation of values.
5. The Independent Auditor's Report and the Audited Financial Statements for 2020
An ordinary resolution will be proposed at the 2020 AGM to approve the independent auditor's report for 2020 and the audited financial statements of the Company for the year ended 31 December 2020. The resolution was considered and approved by the Board at the twenty-second meeting of the second session of the Board. The full texts of this independent auditor's report and the audited financial statements are included in the 2020 annual report of the Company published at the Company's website and the HKExnews website of the Stock Exchange on 19 April 2021.
6. Profit Distribution Plan for 2020 and Proposed 2020 Final Dividend
- Proposed distribution of the Proposed 2020 Final Dividend
An ordinary resolution will be proposed at the 2020 AGM to approve the profit distribution plan for 2020. The resolution was considered and approved by the Board at the twenty-second meeting of the second session of the Board.
The Board has proposed to distribute final dividends of the Company for the year ended 31 December 2020 (the "Proposed 2020 Final Dividend") at RMB0.0446 (tax exclusive) per Share in cash to Shareholders. The Proposed 2020 Final Dividend shall be denominated and declared in RMB. The Proposed 2020 Final Dividend shall be paid by the Company to the holders of Domestic Shares in RMB and shall be denominated in RMB but paid to the holders of H Shares in Hong Kong dollar. The exchange rate of RMB into Hong Kong dollar shall be the average exchange rates as announced by the PBOC for five working days prior to the date of 2020 AGM. The Proposed 2020 Final Dividend is subject to the approval of Shareholders at the 2020 AGM on 4 June 2021.
If the proposed profit distribution plan is approved by the Shareholders at the 2020 AGM, the Proposed 2020 Final Dividend is expected to be distributed on or before Tuesday, 10 August 2021 to the Shareholders whose names appear on the register of members of the Company on Friday, 2 July 2021 (the "Record Date").
- 3 -
LETTER FROM THE BOARD
Meanwhile, a resolution will be proposed at the 2020 AGM to grant authority to the Board to execute the above distribution plan.
- Closure of register of members of H Shares for the proposed distribution of the Proposed 2020 Final Dividend
The Proposed 2020 Final Dividend is expected to be distributed on or before Tuesday, 10 August 2021 to the Shareholders whose names appear on the register of members of the Company on Friday, 2 July 2021. In order to ascertain the entitlements of the Shareholders to receive the Proposed 2020 Final Dividend, the register of members of the Company will be closed from Friday, 25 June 2021 to Friday, 2 July 2021 (both days inclusive), during which period no transfer of Shares will be effected. To be eligible to receive the Proposed 2020 Final Dividend, all transfer documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares), or the Company's board office in the PRC at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 (for holders of Domestic Shares), no later than 4:30 p.m. on Thursday, 24 June 2021.
- Tax
According to the Enterprise Income Tax Law of the PRC 《( 中華人民共和國企 業所得稅法》) and its implementation regulations (the "EIT Law"), the tax rate of the enterprise income tax applicable to the income of a non-resident enterprise deriving from the PRC is 10%. For this purpose, any H Shares registered in the name of non-individual enterprises, including HKSCC Nominees Limited, other agents or trustees, or other organisations or groups, shall be deemed as shares held by non-resident enterprise Shareholders (as defined under the EIT Law). When the Company distributes dividends to non-resident enterprise Shareholders, it is liable to withhold enterprise income tax on their behalf at an interest rate of 10%. If H Shareholders need to change their Shareholder's status, they shall consult with the agents or trustees on the procedures. In strict compliance with laws and requirements of relevant government authorities, the Company will withhold the enterprise income tax according to the register of members of the H Shares of the Company as at the Record Date.
- 4 -
LETTER FROM THE BOARD
Any resident enterprise (as defined under the EIT Law) which has been legally incorporated in the PRC or which was established pursuant to the laws of foreign countries (regions) but has established effective administrative entities in the PRC, and whose name appears on the register of members of H Share(s) should deliver a legal opinion ascertaining its status as a resident enterprise furnished by a qualified PRC lawyer (with the official chop of the law firm issuing the opinion affixed thereon) and relevant documents to the H Share Registrar, Computershare Hong Kong Investor Services Limited, if they do not wish to have the 10% enterprise income tax withheld and paid on their behalf by the Company.
Pursuant to the Notice on the Issues on Levy and Administration of Individual Income Tax after the Abolishment of Guo Shui Fa [1993] No. 045 Document 《( 關 於國稅發(1993)045號文件廢止後有關個人所得稅徵管問題的通知》) issued by the State Administration of Tax on 28 June 2011, the dividend to be distributed by the PRC non-foreign invested enterprises which have issued shares in Hong Kong to the overseas resident individual shareholders, is subject to the individual income tax with a tax rate of 10% in general.
If the individual H Shareholders are residents of Hong Kong or Macau or those countries which have entered into a tax treaty with the PRC stipulating a dividend tax rate of 10%, the Company will finally withhold and pay individual income tax at the rate of 10% on behalf of these Shareholders. If the individual H Shareholders are residents of those countries which have entered into a tax treaty with the PRC stipulating a dividend tax rate of less than 10%, the Company will make applications on their behalf to seek entitlement of the relevant agreed preferential treatments pursuant to the relevant tax treaty. Under the above circumstances, if the relevant individual H Shareholders want a refund of the extra amount withheld (the "Extra Amount") due to the application of 10% tax rate, the Company can apply for the relevant agreed preferential tax treatment provided that the relevant Shareholders submit the evidence required by the notice of the tax treaty to the H Share Registrar. The Company will assist with the tax refund after receiving approval of the competent tax authority. Should the individual H Shareholders be residents of the countries which have an agreed tax rate of over 10% but less than 20% with the PRC under the tax treaty, the Company will withhold and pay the individual income tax at the agreed actual rate in accordance with the relevant tax treaty. In the case that the individual H Shareholders are residents of the countries which have an agreed tax rate of 20% with the PRC, or which have not entered into any tax treaty with the PRC, or otherwise, the Company will withhold and pay the individual income tax at a rate of 20%.
- 5 -
LETTER FROM THE BOARD
The Company will strictly comply with the laws and requirements of the relevant government authorities and withhold and pay enterprise and individual income tax on behalf of the Shareholders based on the register of members of the H Shares on the Record Date. The Company assumes no liability whatsoever in respect of and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the Shareholders or any disputes over the mechanism of withholding of enterprise income tax. The Company assumes no liability whatsoever in respect of any claims arising from any delay in, or inaccurate determination of the status of the Shareholders or any disputes over the mechanism of withholding.
7. Remuneration Report for Directors, Supervisors and Senior Management of the Company for 2020
An ordinary resolution will be proposed at the 2020 AGM to approve the remuneration report for Directors, Supervisors and senior management of the Company for 2020. The Board considered that the current remuneration policy for Directors, Supervisors and senior management of the Company is reasonable and proposed to continue to implement the current remuneration policy.
The above remuneration report has been considered by the remuneration and evaluation committee under the Board (the "Remuneration Committee") and passed at the twenty- second meeting of the second session of the Board. When the Remuneration Committee and the Board took a vote on the above remuneration report after consideration, the relevant Directors abstained from voting on matters which conflicted with their interests.
8. Investment Plan for 2021
An ordinary resolution will be proposed at the 2020 AGM to approve the investment plan for 2021. It is estimated that the total investment plan of the Company for 2021 will amount to RMB206.48 million.
9. Re-appointment of International and Domestic Auditors for 2021
An ordinary resolution will be proposed at the 2020 AGM to approve the re-appointment of Ernst & Young and Ernst & Young Hua Ming LLP as international and domestic auditors of the Company for 2021, respectively, with a term of engagement ended upon the conclusion of the 2021 annual general meeting of the Company, and the grant of authority to the Board, which further grants such authority to the senior management of the Company, to determine their remunerations based on the actual auditing works performed by the auditors.
- 6 -
LETTER FROM THE BOARD
Special Resolution
10. Proposed amendments to the Articles of Association
In accordance with the requirements of documents including Reply of the State Council on Adjusting the Notice Period for the General Meeting of Shareholders and Other Matters Applicable to Companies Listed Abroad (Guo Han [2019] No. 97) 《( 國務院關於調整適用在 境外上市公司召開股東大會通知期限等事項規定的批覆》(國函[2019]97號)), and the All- China Federation of Trade Union's Opinions on Strengthening the Construction of Employee Directors System and Employee Supervisors System of Incorporated Enterprises (Zong Gong Fa [2016] No. 33) 《( 中華全國總工會關於加強公司制企業職工董事制度、職工監事制度建 設的意見》(總工發[2016]33號)) formulated by the All-ChinaFederation of Trade Union, the Company proposes to make amendments to the Articles of Association. Details are set out as follows:
Number | Original Article | Amended Article |
1. | Article 8 The Articles of Association | Article 8 The Articles of Association |
are binding on the Company and its | are binding on the Company and its | |
shareholders, directors, supervisors, general | shareholders, directors, supervisors, general | |
managers and other senior management | managers and other senior management | |
members, all of whom are entitled to claim | members, all of whom are entitled to claim | |
rights regarding the Company's affairs in | rights regarding the Company's affairs in | |
accordance with the Articles of Association. | accordance with the Articles of Association. | |
Subject to Article 215 of the Articles of | Subject to Article 215219 of the Articles | |
Association, the Articles of Association | of Association, the Articles of Association | |
are actionable by a shareholder against | are actionable by a shareholder against | |
the Company; by the Company against | the Company; by the Company against | |
shareholders, directors, supervisors, general | shareholders, directors, supervisors, general | |
managers and other senior management | managers and other senior management | |
members; by a shareholder against each | members; by a shareholder against each | |
o t h e r; a n d b y a s h a r e h o l d e r a g a i n s t | o t h e r; a n d b y a s h a r e h o l d e r a g a i n s t | |
directors, supervisors, general manager and | directors, supervisors, general manager and | |
other senior management members of the | other senior management members of the | |
Company. | Company. | |
⋯⋯ | ⋯⋯ | |
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LETTER FROM THE BOARD
Number | Original Article | Amended Article |
2. | Article 34 Shares repurchased by the | Article 34 Shares repurchased by the |
Company in accordance with subparagraphs | Company in accordance with subparagraphs | |
(1), (2) and (4) of the Article 30 herein shall | (1), (2) and (4) of the Article 3031 | |
be transferred or cancelled within the period | herein shall be transferred or cancelled | |
prescribed by laws and administrative | within the period prescribed by laws | |
regulations. Shares repurchased under | and administrative regulations. Shares | |
subparagraph (1) shall be cancelled within | repurchased under subparagraph (1) shall | |
ten days from the date of acquisition; | be cancelled within ten days from the date | |
for those circumstances described under | of acquisition; for those circumstances | |
subparagraphs (2) and (4), the shares shall | described under subparagraphs (2) and (4), | |
be transferred or cancelled within six | the shares shall be transferred or cancelled | |
months. The shares repurchased by the | within six months. The shares repurchased | |
Company in accordance with subparagraph | by the Company in accordance with | |
(3) of the Article 30 shall not exceed 5% | subparagraph (3) of the Article 3031 shall | |
of the total issued shares of the Company | not exceed 5% of the total issued shares | |
and shall be transferred to its employees | of the Company and shall be transferred | |
within one year; and the acquisition shall | to its employees within one year; and the | |
be financed out of the Company's after-tax | acquisition shall be financed out of the | |
profit. | Company's after-tax profit. | |
⋯⋯ | ⋯⋯ | |
3. | Article 36 | Article 36 |
⋯⋯ | ⋯⋯ | |
This provision does not apply to the | This provision does not apply to the | |
circumstances as stated in Article 37 of the | circumstances as stated in Article 3738 of | |
Articles of Association. | the Articles of Association. | |
4. | Article 38 The following activities shall | Article 38 The following activities shall |
not be deemed to be activities as prohibited | not be deemed to be activities as prohibited | |
in Article 35: | in Article 3536: | |
⋯⋯ | ⋯⋯ | |
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LETTER FROM THE BOARD
Number | Original Article | Amended Article |
5. | Article 47 Transfers may not be entered | Article 47 Transfers may not be entered |
in the register of shareholders within thirty | in the register of shareholders within thirty | |
days prior to the date of a shareholders' | days prior to the date of a shareholders' | |
general meeting or within five days before | general meeting or within five days before | |
the record date set by the Company for | the record date set by the Company for | |
the purpose of distribution of dividends. | the purpose of distribution of dividends. | |
This Article shall not be applicable to the | Where laws, administrative regulations | |
registration of changes in shareholder' | and rules, departmental rules, normative | |
register in issuing new shares in accordance | documents and the relevant stock | |
with Article 23 of these Articles of | exchange or regulatory authority where | |
Association. | the shares of the Company are listed | |
stipulate on the period of closure of the | ||
register of members prior to the date of | ||
a general meeting or the record date set | ||
by the Company for the distribution of | ||
dividends, such provisions shall prevail. | ||
This Article shall not be applicable to the | ||
registration of changes in shareholder' | ||
register in issuing new shares in accordance | ||
with Article 2324 of the Articles of | ||
Association. | ||
6. | Article 59 In addition to obligations | Article 59 In addition to obligations |
imposed by laws, administrative regulations | imposed by laws, administrative regulations | |
or required by the stock exchange on | or required by the stock exchange on | |
which shares of the Company are listed, a | which shares of the Company are listed, a | |
controlling shareholder (as defined in the | controlling shareholder (as defined in the | |
Article 59 herein) shall not exercise his | Article 5960 herein) shall not exercise his | |
voting rights in respect of the following | voting rights in respect of the following | |
matters in a manner prejudicial to the | matters in a manner prejudicial to the | |
interests of all or part of the shareholders of | interests of all or part of the shareholders of | |
the Company: | the Company: | |
⋯⋯ | ⋯⋯ | |
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LETTER FROM THE BOARD
Number | Original Article | Amended Article | |
7. | Article 64 | A general meeting shall | Article 64 A general meeting shall |
either be an annual general meeting or an | either be an annual general meeting or an | ||
extraordinary general meeting. The general | extraordinary general meeting. The general | ||
meetings shall be convened by the Board. | meetings shall be convened by the Board. | ||
Annual general meetings are held once | Annual general meetings are held once | ||
every year and within six months from the | every year and within six months from the | ||
close of the preceding financial year. | close of the preceding financial year. | ||
The Board shall convene an extraordinary | The Board shall convene an extraordinary | ||
general meeting within two months of the | general meeting within two months of the | ||
occurrence of any one of the following | occurrence of any one of the following | ||
circumstances: | circumstances: | ||
(1) the number of directors is less than | (1) the number of directors is less than | ||
the quorum required by the Company | the quorum required by the Company | ||
Law or two-thirds of the number of | Law or two-thirds of the number of | ||
directors specified in the Articles of | directors specified in the Articles of | ||
Association; | Association; | ||
(2) when the unrecovered losses of the | (2) when the unrecovered losses of the | ||
Company amount to one third of the | Company amount to one third of the | ||
total amount of its share capital; | total amount of its share capital; | ||
(3) w h e r e | a n y s h a r e h o l d e r h o l d i n g | (3) w h e r e a n y s h a r e h o l d e r h o l d i n g | |
severally or jointly 10% or more of | severally or jointly 10% or more of | ||
the Company's issued and outstanding | the Company's issued and outstanding | ||
shares carrying voting rights requests | shares carrying voting rights requests | ||
in writing for the convening of an | in writing for the convening of an | ||
extraordinary general meeting; | extraordinary general meeting; | ||
(4) when deemed necessary by the Board | (4) when deemed necessary by the Board | ||
or when requested by the Board of | or when requested by the Board of | ||
Supervisors; or | Supervisors; or |
- when proposed by half or more of (5) when proposed by half or more of
independent non-executive directors. | independent non-executive directors. |
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LETTER FROM THE BOARD
Number | Original Article | Amended Article |
8. | Article 65 The Company shall hold the | Article 65 The Company shall hold the |
general meeting at the domicile of the | general meeting at the domicile of the | |
Company or such other specific places as | Company or such other specific places as | |
notified by the convener of the general | notified by the convener of the general | |
meeting. | meeting. | |
A general meeting shall have a venue where | A general meeting shall have a venue where | |
it shall be held in the form of a physical | it shall be held in the form of a physical | |
meeting. Subject to the laws, regulations | meeting. Subject to the laws, regulations | |
and mandatory provisions of the listing | and mandatory provisions of the listing | |
rules in the listing place, the Company will | rules in the listing place, the Company will | |
also provide online transmission or other | also provide online transmission or other | |
ways for the convenience of shareholders. | ways for the convenience of shareholders. | |
Shareholders who attend the meeting in | Shareholders who attend the meeting in | |
the aforesaid manners shall be deemed as | the aforesaid manners shall be deemed as | |
present. | present. | |
On the premise of the lawfulness and | On the premise of the lawfulness and | |
validity of general meetings, the Company | validity of general meetings, the Company | |
s h a l l f a c i l i t a t e t h e p a r t i c i p a t i o n o f | s h a l l f a c i l i t a t e t h e p a r t i c i p a t i o n o f | |
shareholders in general meetings by various | shareholders in general meetings by various | |
means and ways, with priority first given to | means and ways, with priority first given to | |
the modern information technology means, | the modern information technology means, | |
such as an online voting platform, etc. | such as an online voting platform, etc. | |
- 11 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article | |
T h e B o a r d s h a l l c o n v e n e a n | |||
extraordinary general meeting within | |||
two months of the occurrence of any one | |||
of the following circumstances: | |||
(1) the number of directors is less | |||
than the quorum required by the | |||
Company Law or two-thirds of the | |||
number of directors specified in the | |||
Articles of Association; | |||
(2) when the unrecovered losses of the | |||
Company amount to one third of the | |||
total amount of its share capital; | |||
(3) | where any shareholder holding | ||
severally or jointly 10% or more | |||
o f t h e C o m p a n y ' s i s s u e d a n d | |||
outstanding shares carrying voting | |||
rights requests in writing for the | |||
convening of an extraordinary | |||
general meeting; | |||
(4) | when deemed necessary by the | ||
Board or when requested by the | |||
Board of Supervisors; or | |||
(5) when proposed by half or more | |||
o f i n d e p e n d e n t n o n - e x e c u t i v e | |||
directors. | |||
- 12 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article |
9. | Article 66 A forty-five days' prior written | Article 66 A forty-fivedays' prior written |
notice for convening the shareholders' | notice for convening the shareholders' | |
general meeting shall be given to notify | general meeting shall be given to notify | |
shareholders whose names appear in the | shareholders whose names appear in the | |
register of shareholders of the matters | register of shareholders of the matters | |
proposed to be considered and the date and | proposed to be considered and the date and | |
place of the meeting. Shareholders who | place of the meeting. Shareholders who | |
intend to attend the meeting shall serve the | intend to attend the meeting shall serve the | |
written reply slip to the Company twenty | written reply slip to the Company twenty | |
days prior to the date of the meeting. | days prior to the date of the meeting. | |
The date of the general meeting and the | The date of the general meeting and the | |
date when the notice is dispatched shall not | date when the notice is dispatched shall not | |
be included in the calculation of the period | be included in the calculation of the period | |
for issuing such notice. | for issuing such notice. | |
The Company shall hold the general | ||
meeting at the domicile of the Company | ||
or such other specific places as notified | ||
by the convener of the general meeting. | ||
A general meeting shall have a venue | ||
where it shall be held in the form of a | ||
physical meeting. Subject to the laws, | ||
regulations and mandatory provisions | ||
o f t h e l i s t i n g r u l e s i n t h e l i s t i n g | ||
place, the Company will also provide | ||
online transmission or other ways | ||
for the convenience of shareholders. | ||
Shareholders who attend the meeting in | ||
the aforesaid manners shall be deemed as | ||
present. | ||
O n t h e p r e m i s e o f t h e l a w f u l n e s s | ||
and validity of general meetings, the | ||
Company shall facilitate the participation | ||
of shareholders in general meetings by | ||
various means and ways, with priority | ||
first given to the modern information | ||
technology means, such as an online | ||
voting platform, etc. | ||
- 13 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article |
10. | Article 67 When the Company convenes | Article 67 When the Company convenes |
a general meeting, the Board, the Board | a general meeting, the Board, the Board | |
of Supervisors and the shareholders either | of Supervisors and the shareholders either | |
individually or collectively holding 3% or | individually or collectively holding 3% or | |
more of the Company's shares may put up | more of the Company's shares may put up | |
ad hoc proposals. | ad hoc proposals. | |
When the Company convenes an annual | When the Company convenes an annual | |
general meeting, shareholders either | general meeting, shareholders either | |
individually or collectively holding 3% or | individually or collectively holding 3% or | |
more of the Company's shares have the | more of the Company's shares have the | |
right to put up ad hoc proposals in writing | right to put up ad hoc proposals in writing | |
to the Company, and the Company shall | to the Company, and the Company shall | |
include such ad hoc proposals into the | include such ad hoc proposals into the | |
agenda for such general meeting if they | agenda for such general meeting if they | |
are matters falling within the functions and | are matters falling within the functions and | |
powers of general meeting. | powers of general meeting. | |
The ad hoc proposals raised by shareholders | The ad hoc proposals raised by shareholders | |
shall satisfy the following requirements: | shall satisfy the following requirements: | |
(1) free of conflicts with the provisions | (1) free of conflicts with the provisions | |
of laws and regulations, and fall into | of laws and regulations, and fall into | |
the terms of reference of the general | the terms of reference of the general | |
meeting; | meeting; |
- with definite topics to discuss and (2) with definite topics to discuss and
specific matters to resolve; and | specific matters to resolve; and |
(3) submitted or served to the Board in | (3) submitted or served to the Board in |
writing ten days prior to the date of | writing ten days prior to the date of |
the general meeting. | the general meeting. |
- 14 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article |
A twenty business days' prior written notice for convening the annual general meeting of the Company shall be given. A ten business days or fifteen days' (whichever is longer) prior written notice for convening the extraordinary general meeting of the Company shall be given. Business day refers to the day on which the Hong Kong Stock Exchange is open for securities trading.
The date of the general meeting and the date when the notice is dispatched shall not be included in the calculation of the period for issuing such notice.
- 15 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article |
11. | Article 68 The Company shall, based on | Article 68 The Company shall, based on |
the written replies received twenty days | the written replies received twenty days | |
before the date of the general meeting, | before the date of the general meeting, | |
calculate the number of shares with voting | calculate the number of shares with voting | |
right represented by the shareholders who | right represented by the shareholders who | |
intend to attend the meeting. If the number | intend to attend the meeting. If the number | |
of shares with voting rights represented by | of shares with voting rights represented by | |
the shareholders who intend to attend the | the shareholders who intend to attend the | |
meeting reaches one half or more of the | meeting reaches one half or more of the | |
Company's total shares with voting rights, | Company's total shares with voting rights, | |
the Company may hold the general meeting; | the Company may hold the general meeting; | |
otherwise, the Company shall within five | otherwise, the Company shall within five | |
days notify the shareholders, again by way | days notify the shareholders, again by way | |
of a public announcement, of the matters | of a public announcement, of the matters | |
to be considered at, and the place and date | to be considered at, and the place and date | |
for, the meeting. The Company may then | for, the meeting. The Company may then | |
proceed to hold the meeting. | proceed to hold the meeting. | |
An extraordinary general meeting shall not | An extraordinary general meeting shall not | |
transact matters not stated in the notice of | transact matters not stated in the notice of | |
meeting. | meeting. | |
When the Company convenes a general | ||
m e e t i n g, t h e B o a r d, t h e B o a r d o f | ||
Supervisors and the shareholders either | ||
individually or collectively holding 3% or | ||
more of the Company's shares may put | ||
up ad hoc proposals. | ||
- 16 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article |
When the Company convenes an annual general meeting, shareholders either individually or collectively holding 3% or more of the Company's shares have the right to put up ad hoc proposals in writing to the Company, and the Company shall include such ad hoc proposals into the agenda for such general meeting if they are matters falling within the functions and powers of general meeting.
T h e a d h o c p r o p o s a l s r a i s e d b y shareholders shall satisfy the following requirements:
(1) free of conflicts with the provisions of laws and regulations, and fall into the terms of reference of the general meeting;
(2) with definite topics to discuss and specific matters to resolve; and
(3) submitted or served to the Board in writing ten days prior to the date of the general meeting.
- 17 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article |
12. Article 70 Notice of a general meeting Article 70 Notice of a general meeting
shall be served on the shareholders (whether | shall be served on the shareholders (whether | |
or not entitled to vote at the meeting), by | or not entitled to vote at the meeting), by | |
personal delivery or prepaid mail to the | personal delivery or prepaid mail to the | |
address of the shareholders as shown in the | address of the shareholders as shown in the | |
register of shareholders. Notices of general | register of shareholders. Notices of general | |
meetings of the Company can be given by | meetings of the Company can be given by | |
way of public announcement (including | way of public announcement (including | |
publication on the website of the Company) | publication on the website of the Company) | |
to the extent permitted under all applicable | to the extent permitted under all applicable | |
laws and regulations and the listing rules | laws and regulations and the listing rules | |
in the place where the Company's shares | in the place where the Company's shares | |
are listed. For holders of domestic shares, | are listed. For holders of domestic shares, | |
notices of general meeting can be given by | notices of general meeting can be given by | |
way of public announcement. | way of public announcement. | |
The public announcement referred to in | The public announcement referred to in | |
the preceding paragraph shall be published | the preceding paragraph shall be published | |
in one or more newspapers designated by | in one or more newspapers designated by | |
competent authorities such as the securities | competent authorities such as the securities | |
regulatory authority of the State Council | regulatory authority of the State Council | |
within the interval between forty-five (45) | within the interval between forty-five (45) | |
days and fifty (50) days before the date | days and fifty (50) days before the date | |
of the meeting; after the publication of | of the meeting;after the publication of | |
announcement, the holders of domestic | announcement, the holders of domestic | |
shares shall be deemed to have received | shares shall be deemed to have received | |
notice of the relevant shareholders' general | notice of the relevant shareholders' general | |
meeting. | meeting. | |
13. | Article 95 Rights conferred to class | Article 95 Rights conferred to class |
s h a r e h o l d e r s m a y n o t b e v a r i e d o r | s h a r e h o l d e r s m a y n o t b e v a r i e d o r | |
abrogated unless approved by way of a | abrogated unless approved by way of a | |
special resolution at a general meeting | special resolution at a general meeting | |
and by the affected class shareholders at a | and by the affected class shareholders at a | |
separate shareholders' meeting convened in | separate shareholders' meeting convened | |
accordance with Articles 96 to 100. | in accordance with Articles 96 to 10097 to | |
101. |
- 18 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article |
14. Article 97 Shareholders of the affected Article 97 Shareholders of the affected
class, whether or not otherwise entitled to | class, whether or not otherwise entitled to | |
vote at general meetings, shall nevertheless | vote at general meetings, shall nevertheless | |
be entitled to vote at class meetings in | be entitled to vote at class meetings in | |
respect of matters concerning paragraphs (2) | respect of matters concerning paragraphs (2) | |
to (8), (11) and (12) of Article 95 set out | to (8), (11) and (12) of Article 9596 set out | |
above, but interested shareholder(s) shall | above, but interested shareholder(s) shall | |
not be entitled to vote at class meetings. | not be entitled to vote at class meetings. | |
The meaning of "interested shareholder(s)" | The meaning of "interested shareholder(s)" | |
as mentioned in the preceding paragraph is: | as mentioned in the preceding paragraph is: | |
(1) in the case of a repurchase of shares | (1) in the case of a repurchase of shares | |
by pro rata offers to all shareholders | by pro rata offers to all shareholders | |
or public dealing on a stock exchange | or public dealing on a stock exchange | |
under Article 31, a "controlling | under Article 3132, a "controlling | |
shareholder" within the meaning | shareholder" within the meaning | |
of Article 59 of the Articles of | of Article 5960 of the Articles of | |
Association; | Association; | |
(2) in the case of a repurchase of own | (2) in the case of a repurchase of own | |
shares by an off-market agreement | shares by an off-market agreement | |
under Article 31, a shareholder who is | under Article 3132, a shareholder | |
related to the agreement; and | who is related to the agreement; and | |
⋯⋯ | ⋯⋯ | |
15. | Article 98 Resolutions of a class meeting | Article 98 Resolutions of a class meeting |
shall be passed by shareholders present at | shall be passed by shareholders present at | |
the meeting representing two thirds or more | the meeting representing two thirds or more | |
of the voting rights according to Article 96. | of the voting rights according to Article 96 | |
97. |
- 19 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article |
16. | Article 99 A written notice shall be issued | Article 99 The written notice period |
to shareholders whose names appear on | for convening a class meeting shall be | |
the register of shareholders of such class | the same as that for a non-class meeting | |
forty-five days before the class meeting, | to be convened together with the class | |
specifying the matters proposed to be | meeting. The written notice shall inform | |
considered and the date and place of the | shareholders of the class whose names | |
meeting. The shareholders who intend to | appear on the register of shareholders of | |
attend the meeting shall serve the written | such class forty-five days before the class | |
reply to the Company twenty days prior to | meeting, specifyingthe matters proposed | |
the date of the meeting. | to be considered and the date and place of | |
the meeting. The shareholders who intend | ||
If the number of shares carrying rights | to attend the meeting shall serve the written | |
to vote at the meeting represented by the | reply to the Company twenty days prior to | |
shareholders intending to attend the meeting | the date of the meeting. | |
reaches half or more of the total number of | ||
shares of such class carrying rights to vote | If the number of shares carrying rights | |
at the meeting, the Company may hold the | to vote at the meeting represented by the | |
class meeting; otherwise, the Company shall | shareholders intending to attend the meeting | |
within five days notify the shareholders | reaches half or more of the total number of | |
again, by way of public announcement, | shares of such class carrying rights to vote | |
of the matters to be considered at, and the | at the meeting, the Company may hold the | |
place and date for, the meeting before it | class meeting; otherwise, the Company shall | |
proceeds to hold the class meeting. | within five days notify the shareholders | |
again, by way of public announcement, | ||
of the matters to be considered at, and the | ||
place and date for, the meeting before it | ||
proceeds to hold the class meeting. | ||
17. | Article 102 | Article 102 |
⋯⋯ | ⋯⋯ | |
The Company shall have a board of | The Company shall have a board of | |
directors which shall consist of 9 directors, | directors which shall consist of 9 directors, | |
including 1 chairman and 3 independent | including 1 chairman, 3 independent | |
non-executive directors. | non-executive directors and 1 employee | |
representative director. | ||
- 20 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article |
18. | Article 103 Non-employee representative | Article 103 Non-employee representative |
D i r e c t o r s s h a l l b e e l e c t e d a t t h e | D i r e c t o r s s h a l l b e e l e c t e d a t t h e | |
shareholders' general meeting to hold office | shareholders' general meeting to hold office | |
for a term of three years. Upon maturity | for a term of three years. Upon maturity | |
of the term of office, a director shall be | of the term of office, a director shall be | |
eligible to offer himself for re-election and | eligible to offer himself for re-election and | |
reappointment. | reappointment. | |
The employee representatives in the | The employee representatives in the Board | |
Board shall be democratically elected by | Employee representative Directors shall | |
employees at the congress of workers and | be democratically elected or removed | |
staff, assembly of workers and staff or other | by employees at the congress of workers | |
means. | and staff, assembly of workers and staff | |
e m p l o y e e r e p r e s e n t a t i v e m e e t i n g, | ||
⋯⋯ | employee meeting or other means. | |
⋯⋯ | ||
19. | Article 124 | Article 124 |
⋯⋯ | ⋯⋯ | |
Each director has a ballot for voting. Except | Each director has a ballot for voting. Except | |
for circumstance provided in Article 124 | for circumstance provided in Article 124 | |
of the Articles of Association where the | 126 of the Articles of Association where | |
Board considers connected transactions, | the Board considers connected transactions, | |
resolutions of the Board shall be passed by | resolutions of the Board shall be passed by | |
more than half of all directors. | more than half of all directors. | |
⋯⋯ | ⋯⋯ | |
- 21 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article |
20. | Article 129 In respect of any matter which | Article 129 In respect of any matter which |
needs to be passed at an extraordinary | needs to be passed at an extraordinary | |
Board meeting, if the Board has already | Board meeting, if the Board has already | |
sent out the written proposals to be | sent out the written proposals to be | |
resolved at such meeting (including through | resolved at such meeting (including through | |
facsimile and email) to all directors and | facsimile and email) to all directors and | |
each director was ensured to fully express | each director was ensured to fully express | |
his opinions, resolutions of extraordinary | his opinions, resolutions of extraordinary | |
meeting of the Board may be made by | meeting of the Board may be made by | |
means of telecommunication and no on- | means of telecommunication and no on- | |
site meeting of the Board is required. Such | site meeting of the Board is required. Such | |
resolution is deemed effectively passed | resolution is deemed effectively passed | |
provided that the number of directors who | provided that the number of directors who | |
sign and approve such a resolution satisfies | sign and approve such a resolution satisfies | |
the number of directors as required to make | the number of directors as required to make | |
such decision under Article 114 of the | such decision under Article 114115 of the | |
Articles of Association. | Articles of Association. | |
21. | A r t i c l e 1 4 5 S u p e r v i s o r s w h o a r e | A r t i c l e 1 4 5 S u p e r v i s o r s w h o a r e |
not employee representatives shall be | not employee representatives shall be | |
elected and removed by shareholders at | elected and removed by shareholders at | |
general meetings, while supervisors as | general meetings, while supervisors as | |
staff representatives shall be elected and | staff representatives shall be elected and | |
removed through democratic means by the | removed democratically by employees at | |
staff of the Company. | the employee representative meeting, | |
employee meeting, or other means | ||
⋯⋯ | through democratic means by the staff of | |
the Company. | ||
⋯⋯ | ||
22. | Article 162 Except for circumstances | Article 162 Except for circumstances |
prescribed in Article 58 of the Articles of | prescribed in Article 5859 of the Articles of | |
Association, a director, supervisor, general | Association, a director, supervisor, general | |
manager and other senior management | manager and other senior management | |
member of the Company may be relieved | member of the Company may be relieved | |
of liability for specific breaches of his duty | of liability for specific breaches of his duty | |
with the informed consent of shareholders | with the informed consent of shareholders | |
given at a general meeting. | given at a general meeting. | |
- 22 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article |
23. | Article 168 A loan guarantee provided by | Article 168 A loan guarantee provided |
the Company in breach of Article 162 shall | by the Company in breach of Article 162 | |
be unenforceable against the Company, | 166 shall be unenforceable against the | |
provided that: | Company, provided that: | |
⋯⋯ | ⋯⋯ | |
24. | Article 171 The Company shall enter into | Article 171 The Company shall enter into |
a written contract with each of the directors, | a written contract with each of the directors, | |
s u p e r v i s o r s a n d s e n i o r m a n a g e m e n t | s u p e r v i s o r s a n d s e n i o r m a n a g e m e n t | |
members, including the following contents | members, including the following contents | |
at least: | at least: | |
⋯⋯ | ⋯⋯ | |
(3) Arbitration clauses as provided in | (3) Arbitration clauses as provided in | |
Article 215. | Article 215219. | |
25. | Article 173 The contracts concerning the | Article 173 The contracts concerning the |
emoluments between the Company and its | emoluments between the Company and its | |
directors or supervisors should provide that | directors or supervisors should provide that | |
in the event that a takeover of the Company, | in the event that a takeover of the Company, | |
the Company's directors and supervisors | the Company's directors and supervisors | |
shall, subject to the prior approval of | shall, subject to the prior approval of | |
shareholders in a general meeting, have | shareholders in a general meeting, have | |
the right to receive compensation or other | the right to receive compensation or other | |
payment in respect of his loss of office or | payment in respect of his loss of office or | |
retirement. | retirement. | |
- 23 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article |
For the purposes of this paragraph, the | For the purposes of this paragraph, the | |
takeover of the Company includes any of | takeover of the Company includes any of | |
the following: | the following: | |
⋯⋯ | ⋯⋯ | |
(2) a n o f f e r m a d e b y a n y p e r s o n , | (2) a n o f f e r m a d e b y a n y p e r s o n , | |
with a view to make the offer or | with a view to make the offer or | |
the controlling shareholder. The | the controlling shareholder. The | |
"controlling shareholder" has the same | "controlling shareholder" has the same | |
meaning as defined in Article 59 of | meaning as defined in Article 5960 of | |
the Articles of Association. | the Articles of Association. | |
⋯⋯ | ⋯⋯ | |
26. | Article 185 | Article 185 |
⋯⋯ | ⋯⋯ | |
Dividends or other payments payable by | Dividends or other payments payable by | |
the Company to holders of its domestic | the Company to holders of its domestic | |
shares shall be denominated and declared | shares shall be denominated and declared | |
in RMB and paid in RMB within three | in RMB and paid in RMB within three | |
months from the date of declaration of | months from the date of declaration of | |
dividends; Dividends or other payments | dividends; Dividends or other payments | |
payable by the Company to holders of | payable by the Company to holders of | |
overseas-listedforeign-invested shares | overseas-listedforeign-invested shares | |
shall be denominated and declared in RMB | shall be denominated and declared in RMB | |
and paid in RMB within three months | and paid in RMBforeign currency within | |
from the date of declaration of dividends. | three months from the date of declaration | |
The exchange rate adopted for conversion | of dividends. The exchange rate adopted | |
shall be the average closing exchange | for conversion shall be the average closing | |
rate of relevant foreign currency against | exchange rate of relevant foreign currency | |
Renminbi as quoted by the People's Bank | against Renminbi as quoted by the People's | |
of China for the five business days prior to | Bank of China for the five business days | |
the declaration date. The foreign currency | prior to the declaration date. The foreign | |
payable by the Company to holders of | currency payable by the Company to | |
overseas-listedforeign-invested shares | holders of overseas-listedforeign-invested | |
shall be subject to the relevant regulations | shares shall be subject to the relevant | |
on foreign exchange control in the PRC. | regulations on foreign exchange control in | |
The Board shall be authorised by way of an | the PRC. The Board shall be authorised by | |
ordinary resolution at the general meeting | way of an ordinary resolution at the general | |
to implement dividend distribution of the | meeting to implement dividend distribution | |
Company. | of the Company. | |
- 24 -
LETTER FROM THE BOARD
Number | Original Article | Amended Article |
27. | Article 195 | Article 195 |
⋯⋯ | ⋯⋯ | |
(2) The Company should send the copy | (2) The Company should send the copy | |
of the advice to the related competent | of the advice to the related competent | |
department within fourteen days after | department within fourteen days | |
receiving the written notice mentioned | after receiving the written notice | |
in sub-paragraph (1) of this Article. | mentioned in subparagraph (1) of this | |
In the event that the notice contains | Article. In the event that the notice | |
the statements as referred to in | contains the statements as referred | |
subparagraph (2) (ii) of Article 190, | to in subparagraph (2) (ii) of Article | |
the Company shall also place a copy | 190194, the Company shall also | |
of the said statements in the Company | place a copy of the said statements | |
for shareholders' inspection. The | in the Company for shareholders' | |
Company should post the copies of | inspection. The Company should | |
above-mentioned statements to each | post the copies of above-mentioned | |
shareholder who is entitled to receive | statements to each shareholder who | |
the Company's financial statements | is entitled to receive the Company's | |
by prepaid mail; the addressee's | financial statements by prepaid mail; | |
address should follow the register | the addressee's address should follow | |
of shareholders. Subject to the laws, | the register of shareholders. Subject to | |
administrative regulations or the | the laws, administrative regulations or | |
listing rules of the stock exchange | the listing rules of the stock exchange | |
on which the Company's shares are | on which the Company's shares are | |
listed, the said statements may also be | listed, the said statements may also be | |
given by way of public announcement | given by way of public announcement | |
(including publishing on the website | (including publishing on the website | |
of the Company). | of the Company). | |
⋯⋯ | ⋯⋯ | |
Save for the proposed amendments set out above, the other chapters and articles of the Articles of Association will remain unchanged. The proposed amendments shall be effective upon approval at the 2020 AGM.
- 25 -
LETTER FROM THE BOARD
-
2020 AGM AND ITS METHOD OF VOTING
The 2020 AGM is proposed to be held at 3:30 p.m. on Friday, 4 June 2021 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC by the Company to consider and, if thought fit, to pass the matters set out in the notice of the 2020 AGM. The notice of the 2020 AGM, a proxy form and a reply slip have been dispatched to the Shareholders in accordance with the Listing Rules on 19 April 2021.
Whether or not you intend to attend and/or vote at the 2020 AGM, you are requested to complete and return the proxy form in accordance with the instruction printed thereon.
If you intend to attend the 2020 AGM (in person or by proxy), you are required to complete and return the accompanying reply slip to the H Share Registrar (for the holders of H Shares) or the Company's board office in the PRC (for the holders of Domestic Shares) on or before Saturday, 15 May 2021. If the number of voting Shares represented by the Shareholders who intend to attend the meeting reaches no less than one half of the total number of the Company's voting Shares, the Company may hold the 2020 AGM. If not, the Company shall within five days inform the Shareholders again, by public announcement or otherwise required in the Articles of Association, of the matters to be considered as well as the date and place of the meeting. Upon such notification, the Company may hold the 2020 AGM.
If you intend to appoint a proxy to attend the 2020 AGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For the holder of H Shares, the proxy form should be returned to the H Share Registrar, Computershare Hong Kong Investor Services Limited, and for the holder of Domestic Shares, the proxy form should be returned to the Company's board office in the PRC in person or by post as soon as possible and in any event not less than 24 hours before the time appointed for holding the 2020 AGM or any adjourned meeting thereof.
Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the 2020 AGM should you so wish and completion and return of the reply slip do not affect the right of a Shareholder to attend and vote at the 2020 AGM.
Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the 2020 AGM pursuant to Article 81 of the Articles of Association.
On a poll, every Shareholder present in person or by proxy (or being a corporation by its duly authorised representative) shall have one vote for each Share registered in his/her name in the register of members of the Company. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she has in the same manner.
- 26 -
LETTER FROM THE BOARD
IV. CLOSURE OF REGISTER OF MEMBERS
In order to ascertain the entitlements of the Shareholders to attend and vote at the 2020 AGM, the register of members of the Company shall be closed from Wednesday, 5 May 2021 to Friday, 4 June 2021 (both days inclusive), during which period no transfer of Shares will be effected. To be eligible to attend and vote at the 2020 AGM, all transfer documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for the holders of H Shares), or the Company's board office in the PRC at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 (for the holders of Domestic Shares) no later than 4:30 p.m. on Tuesday, 4 May 2021.
-
RECOMMENDATION
The Board (excluding the Directors who are required to abstain, but including independent non-executive Directors) considers that each resolution to be proposed at the 2020 AGM is in the interests of the Company and the Shareholders as a whole, and accordingly, recommends the Shareholders to vote in favour of all the resolutions to be proposed at the 2020 AGM.
Yours faithfully,
By order of the Board
Datang Environment Industry Group Co., Ltd.*
Qu Bo
Chairman
- 27 -
NOTICE OF 2020 ANNUAL GENERAL MEETING
Datang Environment Industry Group Co., Ltd.*
大 唐 環 境 產 業 集 團 股 份 有 限 公 司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1272)
NOTICE OF 2020 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Datang Environment Industry Group Co., Ltd. (the "Company") for the year of 2020 (the "2020 AGM") will be convened at 3:30 p.m. on Friday, 4 June 2021 at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, for the purpose of considering and, if thought fit, passing the following matters (whether amended or not). Terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 19 April 2021 (the "Circular") unless otherwise specified.
Ordinary Resolutions
- To consider and approve the Report of the Board for 2020;
- To consider and approve the Report of the Supervisory Committee for 2020;
- To consider and approve the Final Financial Accounts of the Company for 2020;
- To consider and approve the Financial Budget Report of the Company for 2021;
- To consider and approve the Independent Auditor's Report and the audited financial statements for 2020;
- To consider and approve the Profit Distribution Plan for 2020 and the Proposed 2020 Final Dividend;
- To consider and approve the Remuneration Report for Directors, Supervisors and Senior Management of the Company for 2020;
- To consider and approve the Investment Plan for 2021; and
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NOTICE OF 2020 ANNUAL GENERAL MEETING
- To consider and approve the re-appointment of Ernst & Young and Ernst & Young Hua Ming LLP as international and domestic auditors of the Company for 2021, respectively, with a term of engagement ended upon the conclusion of the 2021 annual general meeting of the Company, and the grant of authority to the Board, which further grants such authority to the senior management of the Company to determine remunerations of the auditors.
Special Resolution
- To consider and approve the Proposed Amendments to the Articles of Association.
The main texts of resolutions at the 2020 AGM are set forth in the Circular, which will be available on the website of the Stock Exchange (www.hkex.com.hk) and on the website of the Company (www.dteg.com.cn).
By order of the Board
Datang Environment Industry Group Co., Ltd.*
Qu Bo
Chairman
Beijing, the PRC, 19 April 2021
As of the date of this notice, the non-executive Directors are Mr. Qu Bo, Mr. Liu Quancheng, Mr. Liu Ruixiang and Mr. Li Zhenyu; the executive Directors are Mr. Wang Yanwen and Mr. Tian Dan; and the independent non-executive Directors are Mr. Ye Xiang, Mr. Mao Zhuanjian and Mr. Gao Jiaxiang.
- For identification purpose only Notes:
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In order to ascertain the entitlements of the Shareholders to attend and vote at the 2020 AGM, the register of members of the Company will be closed from Wednesday, 5 May 2021 to Friday, 4 June 2021 (both days inclusive). Shareholders whose names appear on the register of members of the Company upon the end of business hours on Friday, 4 June 2021 are entitled to attend and vote at the 2020 AGM.
To be eligible to attend and vote at the 2020 AGM, all transfer documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares), or the Company's board office in the PRC at No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 (for holders of Domestic Shares), no later than 4:30 p.m. on Tuesday, 4 May 2021. - Each Shareholder entitled to attend and vote at the 2020 AGM may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the 2020 AGM on its behalf. A proxy need not be a Shareholder. With respect to any Shareholder who has appointed more than one proxy, the proxy holders may only vote on a poll.
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NOTICE OF 2020 ANNUAL GENERAL MEETING
- The instrument to appoint a proxy shall be signed by the appointer or his attorney duly authorised in writing or, in the case of a legal person, must be either executed under its common seal or under the hand of its directors or attorney duly authorised.
- To be valid, the form of proxy must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) or the Company's board office in the PRC (for holders of Domestic Shares) within 24 hours prior to the holding of the 2020 AGM. If such instrument is signed by another person under a power of attorney or other authorisation documents given by the appointer, such power of attorney or other authorisation documents shall be notarised. The notarised power of attorney or other authorisation documents shall, together with the instrument appointing the proxy, be deposited at the specified place at the time set out in such instrument. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the 2020 AGM or any adjourned meetings should you so wish.
- Shareholders shall produce their identity documents and supporting documents in respect of Shares held when attending the 2020 AGM. If corporate Shareholders appoint authorised representative to attend the 2020 AGM, the authorised representative shall produce his/her identity documents and a notarised certified copy of the relevant authorised documents signed by the Board or other authorised parties of the Shareholders or other notarised certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy forms signed by the Shareholders or their attorney when attending the 2020 AGM.
- The Company has the rights to request a proxy who attends the 2020 AGM on behalf of a Shareholder to provide proof of identity.
- H Shareholders (in person or by proxy) who intend to attend the 2020 AGM shall complete and deliver the reply slips to the H Share Registrar, Computershare Hong Kong Investor Services Limited on or before Saturday, 15 May 2021 in person, by mail or by fax. Domestic Shareholders (in person or by proxy) who intend to attend the 2020 AGM shall deliver the said document to the Company's board office in the PRC subject to the same time limit.
- The 2020 AGM is expected to be held for less than half a day. Shareholders who intend to attend the 2020 AGM shall bear their own transportation and accommodation expenses.
- In case of joint Shareholders, the vote of the most senior one (in person or by proxy) will be accepted to the exclusion of the votes of other joint Shareholders, and for this purpose, the seniority shall be determined by the order in which the names of such joint Shareholders stand in the register of members of the Company.
- H Share Registrar, Computershare Hong Kong Investor Services Limited, is situated at Shops 1712- 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and with the fax number: +852 2865 0990.
- The contact details of the Company's board office in the PRC are as follows: Address: No. 120 Zizhuyuan Road, Haidian District, Beijing, the PRC, 100097 Fax number: +86 10 5838 9860
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Disclaimer
Datang Environment Industy Group Co. Ltd. published this content on 19 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 01:11:03 UTC.
